GENERAL TERMS AND CONDITIONS OF SALE, DELIVERY AND PAYMENT
Article 1. General
1.1 In these terms and conditions the following words have the following meanings:
DeSh~Stoom: DeSh~Stoom holder chamber of commerce number 63779986 F.D.S.
Purchaser: All natural or legal persons to whom DeSh~Stoom has made an offer or with whom it has entered an agreement for the purpose of undertaking business activities.
1.2 These general conditions shall apply to all offers made by DeSh~Stoom and all agreements that DeSh~Stoom has entered or shall enter with the Purchaser.
1.3 If a Purchaser wants to use his own general terms and they can also be applied to the agreement to be entered with DeSh~Stoom, the general terms of DeSh~Stoom shall take preference. If a Purchaser wishes to deviate from these terms and conditions, DeSh~Stoom must be explicitly informed in writing accordingly. Deviations from these General terms and conditions shall only enter into force if? DeSh~Stoom gives written confirmation to this effect in writing.
1.4 DeSh~Stoom shall only be bound by verbal agreements with and/or commitments given by its employees and/or its representatives after it has confirmed them in writing.
Article 2. Offers and orders
2.1 All offers made by DeSh~Stoom in whatever form shall be without commitment and shall not bind DeSh~Stoom to make delivery. The mere acceptance of an offer by a Purchaser does not therefore mean that an agreement has been concluded between the Purchaser and DeSh~Stoom.
2.2 DeSh~Stoom shall only be bound by orders, even if they are accepted by commercial travellers, commercial agents, resellers and other intermediaries, after it has confirmed them in writing. The risk of mistakes and/or errors made in respect of orders that are not confirmed in writing, for example with urgent deliveries, shall be borne by the Purchaser. In case of cancellation of the order by Purchaser, 10% of the agreed Purchase price will be charged to Purchaser. DeSh~Stoom does not waive his right for compensation of any damages.
Article 3. Delivery
3.1 Unless it has been agreed otherwise in writing, the deliveries shall be made ex company of DeSh~Stoom or ex works. Irrespective of the method of shipment, goods shall always travel at the risk of the Purchaser.
3.2 The Purchaser shall be obliged to provide DeSh~Stoom shipment instructions for goods in good time. In the absence of shipping instructions,
DeSh~Stoom shall be entitled to contract what it believes to be the most suitable form of transport at the expense and risk of the Purchaser without having to accept any liability whatsoever in this respect in its own right. DeSh~Stoom shall charge on any related costs in this respect to the Purchaser.
3.3 DeSh~Stoom shall observe delivery times as punctually as possible. If delivery times are, for whatever reason, exceeded, the Purchaser shall not be Entitled to claim damages, to dissolve the agreement between the parties or to suspend its obligations under the terms of the agreement between the parties.
3.4 Without prejudice to the DeSh~Stoom’s right to claim full reimbursement of interest, costs and damages, in the event that the Purchaser fails to take delivery of goods, DeSh~Stoom is entitled either to dissolve the agreement between the parties immediately without requiring judicial intervention or to separate the goods and store or destroy them at the expense and risk of the Purchaser and to demand payment of the full purchase price.
3.5 If the Purchaser does not lodge a complaint with DeSh~Stoom in writing within fourteen days of delivery, he shall be deemed to have approved the goods. In case of a complaint, goods must be maintained in the same condition, until said complaint has been investigated by or on behalf of DeSh~Stoom.
3.6 The most recent version of the INCOTERMS applies to all deliveries.
3.7 The provisions of article 3 of these general terms and conditions also apply to partial deliveries.
3.8 If the Purchaser wishes to dissolve a signed agreement before it starts, DeSh~Stoom may charge an amount for this, depending on the duration of the contract, as well as the time of cancellation. This lump sum can therefore vary from 10% to 50% of the estimated value of the contract. If the Purchaser cancels all or part of an order placed, the work that has been performed and the items ordered or prepared for this, plus any delivery and delivery costs thereof and the labor time reserved for the execution of the agreement, will be fully paid to the Purchaser. Purchaser will be charged.
Article 4. Prices
4.1 Prices shall be exclusive of the costs of packaging materials, transport costs, turnover tax and all other taxes and duties, which, be they statutory or agreed by the parties, shall be borne by the Purchaser .
4.2 If one or more of the cost price factors increases after the date of DeSh~Stoom’s offer – even if this occurs as a result of unforeseen circumstances – DeSh~Stoom shall be entitled to increase the agreed price mutatis mutandis. DeSh~Stoom will inform the Purchaser of any such price increases.
4.3 If the purchase price is quoted in a foreign currency and the exchange rate of said currency with the euro changes unfavourably for DeSh~Stoom after the parties have entered an agreement, DeSh~Stoom shall be entitled to increase the purchase price in such a way that the equivalent value in euros is the same as it was when the agreement between the parties was first concluded.
Article 5. Retention of title
5.1 As long as they can be distinguished as separate items, delivered goods shall remain the property of DeSh~Stoom until the Purchaser has fulfilled all his obligations to DeSh~Stoom. This shall include any obligations regarding the payment of interest, costs and damages.
5.2 The Purchaser shall be entitled to sell goods that have been delivered to him and that belong to DeSh~Stoom in a legal way to third parties or to process them in the normal conduct of his business. However, the Purchaser shall in such a case be obliged at the first request of DeSh~Stoom to assign the respective claim against his debtor to DeSh~Stoom and to inform said debtor accordingly.
5.3 If one or more invoices for the delivery of the same type of goods are unpaid, the goods delivered by that are present at the Purchaser’s place of business shall be deemed to relate to said unpaid invoices.
Article 6. Payment
6.1 Payment shall be made within eight days after the date of invoice without any discount and in the currency in which the goods are invoiced.
In deviation from the term of payment agreed upon.
6.2 The Purchaser shall be deemed to recognize invoices as correct and payable, if he does not protest against them in writing within fourteen days of the date thereof.
6.3 All payments must be made without any deduction or sett-off into a bank or giro account to be specified by DeSh~Stoom within the period it sets in this respect. If the payment period is exceeded, the Purchaser shall, by operation of law and without having to be given notice of such, be in default in respect of DeSh~Stoom. The payment period referred to above shall be regarded as a term to be observed on penalty of forfeiture of rights.
6.4 In case the Purchaser defaults in the payment of one invoice, all DeSh~Stoom’s other claims against him shall become immediately due and payable. In this respect, DeSh~Stoom shall also be entitled to dissolve immediately all agreements with the Purchaser out of court and claim the legal interest over the total outstanding amount/sum.
6.5 All costs either judicial and extra-judicial as well as the costs of legal advice related to the collection of any amount due by the Purchaser to DeSh~Stoom shall be borne by the Purchaser. In this respect, the extra-judicial collection costs shall amount to 15% of the amount owed by the Purchaser, including the interest owed over the principal sum, with a minimum of €250,-.
6.6 All costs related to any payment made by the bank of de Purchaser shall be borne by the Purchaser.
6.7 The set-off of debts and claims held by the parties against each other shall not be permitted under any circumstances whatsoever.
Article 7. Force majeure
7.1 For the purpose of these general terms, force majeure is understood as being a failing for which DeSh~Stoom can neither be attributed, nor held accountable by law, legal act or according to generally accepted business codes. Force majeure shall include, amongst other things, any type of restrictive government measure whatsoever, drastic changes in exchange rates, strikes, plant occupations, seizures, machinery breakdowns, transportation problems, power-cuts, shortages of semi-finished goods and ancillary materials and the continued non-performance of third parties either wholly or in part from whom goods or services are due to be received.
7.2 Without prejudice to its right to dissolve the agreement without judicial intervention, in case of force majeure on the part of DeSh~Stoom, the execution of the agreement shall be suspended as long as the conditions of force majeure make it impossible to implement it. In case of force majeure, DeSh~Stoom cannot be held liable in any way whatsoever for not fulfilling its obligations or not fulfilling them on time or for the payment of damages in any form whatsoever and no matter what they are called.
Article 8. Guarantee and liability
8.1 DeSh~Stoom does not guarantee a specific life span for the goods its delivers.
8.2 DeSh~Stoom cannot be held liable for any damage whatsoever caused by defective goods it delivers that it did not manufacture, but which originated from a third party and can only be obliged to transfer any rights it may be able to exercise against third parties in this respect.
8.3 With the exception of the aforementioned guarantee obligations, DeSh~Stoom shall not accept any liability for any defects or consequential damage whatsoever that exceeds the value of the delivered goods or, furthermore, its statutory liability.
8.4 DeSh~Stoom does not guarantee damages that DeSh~Stoom is used for purposes other than those specified in the user manual.
Article 9. Dissolution
In the event that the Purchaser:
- attempts to agree a debt-settlement plan with his creditors, applies for a moratorium, goes into bankruptcy, ceases his company, transfers his company either wholly or in part to another company, that still has to be founded or that already exists, brings in another type of company, changes the objectives of his company, liquidates his company or if an attachment is laid a against him, dies, is placed under guardianship or put under administration,
- everything that the Purchaser for whatever reason owes to DeSh~Stoom shall immediately and become due and payable in full. Without prejudice to its right to claim full compensation for any damage it suffers, DeSh~Stoom shall in this case also be entitled to desolve, insofar as it has not been (complete) executed, the agreement between the parties without judicial intervention or being required to give notice of default and to demand the return of goods that are still its property.
Article 10. Applicable law, disputes and filling
10.1 All agreements between DeSh~Stoom and the Purchaser shall be exclusively governed by Dutch Law.
10.2 Unless DeSh~Stoom chooses another legal institution, the District Court in which DeSh~Stoom is established has exclusive jurisdiction over other legal institutions, including judicial establishments in other countries, to hear disputes between the Purchaser and DeSh~Stoom.
Article 11. Authentic wording
11.1 The General Terms and Conditions in the Dutch language shall prevail.
Article 12. Final stipulations
12.1 These general terms and conditions are posted on the website www.stoom.store.
12.2 DeSh~Stoom shall, at all times, be entitled to change or respectively amend these general terms and conditions of sale, delivery and payment.
12.3 If it should appear that any of the provisions in these general terms and conditions are not legally valid, the remaining provisions shall remain in full force.